NATIONAL FUEL GAS CO
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 30, 2026
NFG$73.43-0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-01-29.
0000070145-26-000009
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0000070145-26-000017
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 160 previous paragraphs and 189 current paragraphs.
99 unchanged; 52 reworded; 23 added; 5 removed; 4 previous and 15 current paragraphs rearranged.
Tables are not compared: 13 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
Supply Corporation has also developed its Line N System Upgrade Project, which will consist of modernization of primarily 1960’s era pipeline in Beaver County, Pennsylvania, as well as minor compressor station and facility upgrades. In April 2026, Supply Corporation executed a long-term precedent agreement with a shipper for 100% of the incremental capacity created by the project. The project has a projected in-service date of late calendar 2028. The Tioga Pathway Project, Shippingport Lateral Project and Line N System Upgrade Project are all discussed in more detail in the Capital Resources and Liquidity section that follows.
Current report
On March 27, 2026, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, National Association, as administrative agent and lender, and 12 additional lenders. The Credit Agreement provides a $1.3 billion unsecured committed revolving credit facility with an initial maturity date of March 27, 2031. For further discussion of the Credit Agreement, refer to the Capital Resources and Liquidity section below.
Current report
The Company's earnings were $429.3 million for the six months ended March 31, 2026 compared to earnings of $261.3 million for the six months ended March 31, 2025. The increase in earnings of $168.0 million is primarily the result of higher earnings in the Integrated Upstream and Gathering segment.
Current report
(2)Represents the segment's share of the premiums paid by the Company to redeem long-term debt during the quarter ended March 31, 2025.
Current report
The Integrated Upstream and Gathering segment's earnings for the six months ended March 31, 2026 were $276.1 million, an increase of $171.6 million when compared with earnings of $104.5 million for the six months ended March 31, 2025. The $171.6 million increase can be attributed to the following factors:
Current report
(3)Represents the segment's share of the premiums paid by the Company to redeem long-term debt during the six months ended March 31, 2025.
Current report
Operating revenues for the Pipeline and Storage segment increased $1.9 million for the quarter ended March 31, 2026 as compared with the quarter ended March 31, 2025. The increase in operating revenue was primarily driven by higher other revenues of $0.9 million, along with an increase in transportation revenues of $0.6 million and an increase in storage revenues of $0.4 million. The increase in other revenues primarily reflects an adjustment to match electric surcharge revenues with electric power costs recorded in operation and maintenance. The increase in transportation revenues was primarily attributable to new long-term contracts and rate increases on existing contracts, partially offset by revisions to existing contracts. The increase in storage revenues was primarily attributable to rate increases and deliverability enhancements on existing contracts.
Current report
Operating revenues for the Pipeline and Storage segment increased $2.2 million for the six months ended March 31, 2026 as compared with the six months ended March 31, 2025. The increase in operating revenue was primarily driven by higher other revenues of $1.3 million, along with an increase in storage revenues of $0.5 million and an increase in transportation revenues of $0.4 million. The increase in other revenues primarily reflects an adjustment to match electric surcharge revenues with electric power costs recorded in operation and maintenance expense. The increase in storage revenues was primarily attributable to rate increases and deliverability enhancements on existing contracts coupled with increased commodity revenue driven by colder weather. The increase in transportation revenues was primarily attributable to new long-term contracts and rate increases on existing contracts, partially offset by revisions to existing contracts.
Current report
(1)The increase in depreciation expense primarily reflects additional plant in-service.
Current report
The Pipeline and Storage segment’s earnings for the six months ended March 31, 2026 were $62.8 million, a decrease of $1.4 million when compared with earnings of $64.2 million for the six months ended March 31, 2025. The $1.4 million decrease can be attributed to the following factors:
Current report
(2)The increase in depreciation expense primarily reflects additional plant in-service.
Current report
(1)Amount primarily reflects an increase in earnings from a DSIC modernization tracker in Pennsylvania that became effective in January 2025 combined with certain other quarterly regulatory true-up adjustments.
Current report
The Utility segment’s earnings for the six months ended March 31, 2026 were $99.4 million, an increase of $3.4 million when compared with earnings of $96.0 million for the six months ended March 31, 2025. The increase can be attributed to the following factors:
Current report
(1)Amount primarily reflects an increase in earnings from a DSIC modernization tracker in Pennsylvania that became effective in January 2025 combined with certain other quarterly regulatory true-up adjustments.
Current report
(4)The increase in interest expenses is mainly attributed to an increase in long-term intercompany debt balances.
Current report
For the six months ended March 31, 2026, All Other and Corporate operations reported a net loss of $9.0 million, an increase of $5.6 million when compared with a net loss of $3.4 million for the six months ended March 31, 2025. The increase was primarily attributable to external costs associated with the Company's planned acquisition ($7.8 million), as mentioned above, and higher operating expenses ($2.0 million) primarily attributable to an increase in internal labor costs, employee benefits and legal and consulting fees. Partially offsetting these increases, there was a net interest benefit from the December 2025 equity issuance ($3.0 million), as mentioned above, and higher income from unconsolidated subsidiaries ($1.2 million).
Current report
Net other income on the Consolidated Statements of Income was $25.2 million for the six months ended March 31, 2026, compared to net other income of $23.0 million for the six months ended March 31, 2025, for an increase of $2.2 million. This increase can be attributed primarily to higher income from unconsolidated subsidiaries of $1.6 million, along with an increase in interest income on deferred gas costs of $1.2 million and the nonrecurrence of a $0.7 million revaluation adjustment for contingent consideration that reduced other income during the six months ended March 31, 2025. Partially offsetting these increases was a $1.4 million decrease in non-service pension and post-retirement benefit income.
Current report
Interest Expense on Long-Term Debt
Current report
Interest expense on long-term debt on the Consolidated Statement of Income decreased $9.6 million for the quarter ended March 31, 2026 as compared to the quarter ended March 31, 2025. For the six months ended March 31, 2026, interest expense on long-term debt decreased $9.4 million as compared with the six months ended March 31, 2025. The decrease in interest expense for both the quarter and six months ended March 31, 2026 was due to lower debt outstanding. The Company repaid a $300 million delayed draw term loan in January 2026. On February 19, 2025, the Company issued $500 million of 5.50% notes and $500 million of 5.95% notes. On March 6, 2025, the Company redeemed $450 million of 5.20% notes and $500 million of 5.50% notes and paid early redemption premiums totaling $2.4 million that were recorded as interest expense on long-term debt in the Integrated Upstream and Gathering segment.
Current report
Supply Corporation has also developed its Line N System Upgrade Project, which will consist of modernization of primarily 1960’s era pipeline in Beaver County, Pennsylvania, as well as minor compressor station and facility upgrades, to create approximately 94,000 Dth per day of additional natural gas transportation capacity from a new interconnection on the southern portion of Supply’s Line N system in Greene County, Pennsylvania to an existing Supply Corporation interconnection with Tennessee Gas Pipeline Company, LLC at Mercer. In April 2026, Supply Corporation executed a long-term precedent agreement with a shipper for 100% of the incremental capacity created by the project. The project has a projected in-service date of late calendar 2028 and an estimated capital cost of approximately $93 million. As of March 31, 2026, $0.3 million has been spent to study this project, all of which has been included in Deferred Charges on the Consolidated Balance Sheet at March 31, 2026.
Current report
On March 27, 2026, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, National Association, as administrative agent and lender, and 12 additional lenders. The Credit Agreement amended and restated that certain credit agreement, dated as of February 28, 2022, among the Company, JPMorgan Chase Bank, N. A., as administrative agent, and the lenders party thereto. The Credit Agreement provides a $1.3 billion unsecured committed revolving credit facility, an increase of $300 million from the prior agreement. The facility has an initial maturity date of March 27, 2031. The Company may use the proceeds of loans under the Credit Agreement (a) to repay its (i) obligations under its commercial paper program, (ii) other short term credit facilities and (iii) maturing long-term debt obligations, (b) for general corporate purposes of the Company and its subsidiaries in the ordinary course of business, including for working capital, capital expenditure and other lawful corporate purposes and (c) to fund certain permitted acquisitions, including the CenterPoint Ohio acquisition, and other investments.
Current report
On February 19, 2025, the Company issued $500.0 million of 5.50% notes due March 15, 2030 and $500.0 million of 5.95% notes due March 15, 2035. After deducting underwriting discounts, commissions and other debt issuance costs, the net proceeds to the Company amounted to $495.2 million and $493.5 million, respectively. The holders of the notes may require the Company to repurchase their notes at a price equal to 101% of the principal amount in the event of both a change in control and a ratings downgrade to a rating below investment grade. Additionally, the interest rate payable on the notes will be subject to adjustment from time to time, with a maximum adjustment of 2.00%, such that the coupon will not exceed 7.50% on the 5.50% notes and 7.95% on the 5.95% notes, if certain change of control events involving a material subsidiary result in a downgrade of the credit rating assigned to the notes to a rating below investment grade. A downgrade with a resulting increase to the coupon does not preclude the coupon from returning to its original rate if the Company's credit rating is subsequently upgraded. The proceeds of these debt issuances were used for general corporate purposes, including the March 6, 2025 redemptions of $450.0 million of the Company's 5.20% notes that were scheduled to mature in July 2025 and $500.0 million of the Company's 5.50% notes that were scheduled to mature in January 2026. The Company redeemed those notes for $450.8 million and $503.3 million, respectively, plus accrued interest. The remaining proceeds of the debt issuances were used to repay a portion of short-term borrowings the Company incurred to fund a trust for the benefit of holders of the 7.38% notes outstanding under the Company's 1974 indenture.
Current report
Supply Corporation filed an NGA Section 4 rate case at FERC on April 30, 2026 proposing rate increases to be effective November 1, 2026. Supply Corporation's filing requests an annual cost of service of approximately $404 million, an increase of approximately $95 million from Supply Corporation's settlement of its 2023 rate proceeding. The proposal also includes, among other things, a modernization cost recovery mechanism.
Removed paragraphs (5)
Previous report
(8)The increase in other tax expense was primarily attributable to higher Impact Fees in the Appalachian region as the Company moved into a higher rate tier due to higher NYMEX pricing combined with higher well count.
Previous report
Operating revenues for the Pipeline and Storage segment remained relatively flat for the quarter ended December 31, 2025 as compared with the quarter ended December 31, 2024.
Previous report
(2)Normal degree days changed in January 2025 from NOAA 30-year degree days to NOAA 15-year degree days with the implementation of new base rates in New York.
Previous report
The Company is a party to a syndicated Credit Agreement (as amended from time to time, the “Credit Agreement”) that provides a $1.0 billion unsecured committed revolving credit facility. In January 2025, the Company and the banks in the syndicate consented to a second one-year extension of the maturity date of the Credit Agreement, such that the Company has aggregate commitments available in the full amount of $1.0 billion through February 23, 2029. In May 2025, the total lenders under the Credit Agreement increased to twelve as a new lender joined the syndicate, assuming a portion of an existing lender's commitment.
Previous report
Supply Corporation’s rate settlement was approved June 11, 2024 with rates effective February 1, 2024, and provides that Supply Corporation may make a rate filing for new rates to be effective at any time. As well, any party can make a filing under NGA Section 5. Supply Corporation has no rate case currently on file.
Reworded paragraphs (52)
Previous wording
The Company has continued to pursue development projects to expand its Pipeline and Storage segment. One project on Supply Corporation’s system, referred to as the Tioga Pathway Project, is an expansion and modernization project in northwest Tioga County, Pennsylvania. On May 5, 2025, FERC issued the Section 7(b)/7(c) certificate for the project and on January 8, 2026, FERC issued the Notice to Proceed with Construction. Construction on the Tioga Pathway Project is expected to commence in February 2026. This project has a target in-service date in late calendar 2026.
Current wording
The Company has continued to pursue development projects to expand its Pipeline and Storage segment. One project on Supply Corporation’s system, referred to as the Tioga Pathway Project, is an expansion and modernization project in northwest Tioga County, Pennsylvania. On May 5, 2025, FERC issued the Section 7(b)/7(c) certificate for the project and on January 8, 2026, FERC issued the Notice to Proceed with Construction. Construction on the Tioga Pathway Project commenced in February 2026. This project has a target in-service date in late calendar 2026.
Previous wording
Supply Corporation has also announced that it expects to serve as the transporter of natural gas supplies to the Shippingport Power Station, a natural gas power generation facility under development in Beaver County, Pennsylvania. The project obtained FERC authorization under the Commission’s prior notice regulations on November 7, 2025. The Tioga Pathway Project and the Shippingport Lateral Project are both discussed in more detail in the Capital Resources and Liquidity section that follows.
Current wording
Supply Corporation has also announced that it expects to serve as the transporter of natural gas supplies to the Shippingport Power Station, a natural gas power generation facility under development in Beaver County, Pennsylvania, which will support a co-located data center that is currently under development. The project obtained FERC authorization under the Commission’s prior notice regulations on November 7, 2025 and construction commenced in March 2026.
Previous wording
From a rate perspective, Distribution Corporation, in its New York jurisdiction, reached a settlement with the parties to its rate case proceeding. On December 19, 2024, the NYPSC issued an order approving the settlement. The settlement, effective January 1, 2025, established a three-year rate plan that reflects a return on equity of 9.7% and authorized a revenue requirement increase of $57.3 million in fiscal 2025, an additional revenue requirement increase of $15.8 million in fiscal 2026, and an additional revenue requirement increase of $12.7 million in fiscal 2027. The settlement also included standard make-whole language allowing full recovery of revenues that would have been billed at the new rates between October 1, 2024 and December 31, 2024. In Distribution Corporation's Pennsylvania jurisdiction, Distribution Corporation made a filing with the PaPUC on January 28, 2026 seeking an increase in its annual base rate operating revenues of $19.7 million with a proposed effective date of March 29, 2026. The Company is proposing, among other things, a new residential energy efficiency pilot program and to make permanent its weather normalization adjustment mechanism. The Company is also proposing reactivation of the OPEB surcredit to refund $7.2 million for customer bill relief. In addition, on March 17, 2025, FERC approved an amendment to Empire's 2019 rate case settlement. This settlement amendment is estimated to decrease Empire's revenues on a yearly basis by approximately $0.5 million. For further discussion of these and other rate matters, refer to the Rate Matters section below.
Current wording
From a rate perspective, Distribution Corporation, in its New York jurisdiction, reached a settlement with the parties to its rate case proceeding. On December 19, 2024, the NYPSC issued an order approving the settlement. The settlement, effective January 1, 2025, established a three-year rate plan that reflects a return on equity of 9.7% and authorized a revenue requirement increase of $57.3 million in fiscal 2025, an additional revenue requirement increase of $15.8 million in fiscal 2026, and an additional revenue requirement increase of $12.7 million in fiscal 2027. The settlement also included standard make-whole language allowing full recovery of revenues that would have been billed at the new rates between October 1, 2024 and December 31, 2024.
Previous wording
On October 20, 2025, the Company entered into the Purchase Agreement with CenterPoint Energy Resources Corp. (the “Seller”), pursuant to which, among other things, the Company agreed to acquire from the Seller all of the issued and outstanding equity interests of CenterPoint Ohio for an aggregate purchase price of $2.62 billion, subject to customary adjustments, as provided in the Purchase Agreement. This acquisition will add significant regulated scale for the Company, doubling the size of the Company’s gas utility rate base, while expanding its operations beyond New York and Pennsylvania into the neighboring state of Ohio, a state with a constructive regulatory and political environment that is supportive of natural gas. Closing is expected to occur in the fourth quarter of calendar 2026, pending completion of a notice filing and review with the PUCO, Hart-Scott-Rodino review, and other customary closing conditions. The purchase price will include a combination of $1.42 billion in cash and a $1.2 billion promissory note to be issued by the Company to the Seller at closing. The promissory note, which was part of the Seller’s desired transaction structure and was incorporated into the Company’s business valuation, will have a maturity date of 364 days post-closing and will carry an interest rate of 6.5%. Permanent financing, inclusive of the amount to repay the promissory note, will consist of long-term debt and common equity, along with expected future free cash flow. In that regard, on December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the Company's common stock, par value $1.00 per share, at a price of $79.50 per share. After deducting placement fees, the net proceeds to the Company amounted to $338.6 million.
Current wording
On October 20, 2025, the Company entered into the Purchase Agreement with CenterPoint Energy Resources Corp. (the “Seller”), pursuant to which, among other things, the Company agreed to acquire from the Seller all of the issued and outstanding equity interests of CenterPoint Ohio for an aggregate purchase price of $2.62 billion, subject to customary adjustments, as provided in the Purchase Agreement. This acquisition will add significant regulated scale for the Company, doubling the size of the Company’s gas utility rate base, while expanding its operations beyond New York and Pennsylvania into the neighboring state of Ohio, a state with a constructive regulatory and political environment that is supportive of natural gas. Closing is expected to occur in the fourth quarter of calendar 2026, pending completion of a review with the PUCO and other customary closing conditions. The purchase price will include a combination of $1.42 billion in cash and a $1.2 billion promissory note to be issued by the Company to the Seller at closing. The promissory note, which was part of the Seller’s desired transaction structure and was incorporated into the Company’s business valuation, will have a maturity date of 364 days post-closing and will carry an interest rate of 6.5%. Permanent financing, inclusive of the amount to repay the promissory note, is expected to consist of long-term debt and common equity, along with expected future free cash flow. In that regard, on December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the
Previous wording
In connection with its entry into the Purchase Agreement, the Company entered into a senior unsecured bridge loan facility commitment letter supported by the Commitment Parties, as well as a 364-day term loan facility commitment letter supported by the Commitment Parties and additional banks, all of which are lenders under the Company’s primary credit facility. The combination of both facilities fully supports any portion of the purchase price that has not been permanently financed.
Current wording
In connection with the Purchase Agreement, the Company is a party to commitment letters for a 364-day senior unsecured term loan facility related to the consideration to be paid at closing, and a senior unsecured bridge loan facility related to repayment of the promissory note. The commitment letters are supported by the Commitment Parties and additional banks, all of which are lenders under the Company’s primary credit facility. Together, the commitment letters fully support any portion of the aggregate purchase price that has not been permanently financed.
Previous wording
The Company expects to use cash from operations, equity proceeds, and short-term and/or long-term borrowings, as needed, to meet its financing needs for the remainder of fiscal 2026, including the repayment of a $300.0 million delayed draw term loan scheduled to mature in February 2026 that was repaid in January 2026 and any potential funding for the CenterPoint Ohio acquisition. The Company continues to evaluate these financing needs and options to meet them. Given the current economic conditions, which include continued inflationary pressures, volatile interest rates and the ongoing impacts of federal policy changes, the cost and/or availability of capital may be impacted, but the Company continues to expect to meet its financing needs.
Current wording
The Company expects to use cash from operations, equity proceeds, and short-term and/or long-term borrowings, as needed, to meet its financing needs for the remainder of fiscal 2026, including any potential funding for the CenterPoint Ohio acquisition and the repayment of its $300.0 million of 5.50% notes with a maturity date in October 2026. The Company continues to evaluate these financing needs and options to meet them. Given the current economic conditions, which include continued inflationary pressures, volatile interest rates and the ongoing impacts of federal policy changes, the cost and/or availability of capital may be impacted, but the Company continues to expect to meet its financing needs.
Previous wording
Exploration and Development Costs. The Company, in its Integrated Upstream and Gathering segment, follows the full cost method of accounting for determining the book value of its exploration and production properties. In accordance with the full cost methodology, the Company is required to perform a quarterly ceiling test. Under the ceiling test, the present value of future revenues from the Company's exploration and production reserves based on an unweighted arithmetic average of first day of the month commodity prices for each month within the twelve-month period prior to the end of the reporting period (the “ceiling”) is compared with the book value of the Company’s exploration and production properties at the balance sheet date. The present value of future revenues is calculated using a 10% discount factor. If the book value of the exploration and production properties exceeds the ceiling, a non-cash impairment charge must be recorded to reduce the book value of such properties to the calculated ceiling. At December 31, 2025, the ceiling exceeded the book value of the exploration and production properties by approximately $1.3 billion (after-tax). The 12-month average of the first day of the month price for natural gas for each month during the twelve months ended December 31, 2025, based on the quoted Henry Hub spot price for natural gas, was $3.39 per MMBtu. (Note: Because actual pricing of the Company’s producing properties vary depending on their location and hedging, the prices used to calculate the ceiling may differ from the Henry Hub price, which is only indicative of 12-month average prices for the twelve months ended December 31, 2025. Actual realized pricing includes adjustments for regional market differentials, transportation fees and contractual arrangements.) In regard to the sensitivity of the ceiling test calculation to commodity price changes, if natural gas prices were $0.25 per MMBtu lower than the average prices in the twelve-month period used at December 31, 2025 in the ceiling test calculation, the ceiling would have exceeded the book value of the Company's exploration and production properties by approximately $953.5 million (after-tax), which would not have resulted in an impairment charge. This calculated amount is based solely on price changes and does not take into account any other changes to the ceiling test calculation, including, among others, changes in reserve quantities and future cost estimates.
Current wording
Exploration and Development Costs. The Company, in its Integrated Upstream and Gathering segment, follows the full cost method of accounting for determining the book value of its exploration and production properties. In accordance with the full cost methodology, the Company is required to perform a quarterly ceiling test. Under the ceiling test, the present value of future revenues from the Company's exploration and production reserves based on an unweighted arithmetic average of first day of the month commodity prices for each month within the twelve-month period prior to the end of the reporting period (the “ceiling”) is compared with the book value of the Company’s exploration and production properties at the balance sheet date. The present value of future revenues is calculated using a 10% discount factor. If the book value of the exploration and production properties exceeds the ceiling, a non-cash impairment charge must be recorded to reduce the book value of such properties to the calculated ceiling. At March 31, 2026, the ceiling exceeded the book value of the exploration and production properties by approximately $1.6 billion (after-tax). The 12-month average of the first day of the month price for natural gas for each month during the twelve months ended March 31, 2026, based on the quoted Henry Hub spot price for natural gas, was $3.72 per MMBtu. (Note: Because actual pricing of the Company’s producing properties vary depending on their location and hedging, the prices used to calculate the ceiling may differ from the Henry Hub price, which is only indicative of 12-month average prices for the twelve months ended March 31, 2026. Actual realized pricing includes adjustments for regional market differentials, transportation fees and contractual arrangements.) In regard to the sensitivity of the ceiling test calculation to commodity price changes, if natural gas prices were $0.25 per MMBtu lower than the average prices in the twelve-month period used at March 31, 2026 in the ceiling test calculation, the ceiling would have exceeded the book value of the Company's exploration and production properties by approximately $1.2 billion (after-tax), which would not have resulted in an impairment charge. This calculated amount is based solely on price changes and does not take into account any other changes to the ceiling test calculation, including, among others, changes in reserve quantities and future cost estimates.
Previous wording
The Company's earnings were $181.6 million for the quarter ended December 31, 2025 compared to earnings of $45.0 million for the quarter ended December 31, 2024. The increase in earnings of $136.6 million is primarily the result of current year earnings recognized in the Integrated Upstream and Gathering segment compared to a prior year loss combined with higher earnings in the Utility segment. A higher loss in the Corporate category and lower earnings in the Pipeline and Storage segment partially offset these increases. The Company's earnings for the quarter ended December 31, 2024 included non-cash impairment charges of $141.8 million ($103.6 million after-tax) in the Integrated Upstream and Gathering segment, consisting mostly of ceiling test impairment charges of $108.3 million ($79.1 million after-tax). The remaining charges are related to the impairment of certain water disposal assets. Note that all amounts used in earnings discussions are after-tax amounts, unless otherwise noted.
Current wording
The Company's earnings for the six months ended March 31, 2025 included non-cash impairment charges of $141.8 million ($103.6 million after-tax) in the Integrated Upstream and Gathering segment, consisting mostly of ceiling test impairment charges of $108.3 million ($79.1 million after-tax), as discussed above. The remaining charges are related to the impairment of certain water disposal assets. Note that all amounts used in earnings discussions are after-tax amounts, unless otherwise noted.
Previous wording
Operating revenues for the Integrated Upstream and Gathering segment increased $70.9 million for the quarter ended December 31, 2025 as compared with the quarter ended December 31, 2024. Gas production revenue after hedging increased $68.7 million due to the impact of a $0.36 per Mcf increase in the weighted average price of natural gas after hedging, combined with a 11.5 Bcf increase in natural gas production. The increase in natural gas production was largely due to pads recently turned in line. In addition, other revenue increased $2.9 million primarily due to changes in segment reporting. The change in segment reporting is fully offset in other operating expenses. Slightly offsetting these increases, Gathering revenue decreased $0.7 million as a result of natural production declines by producers connected to the Trout Run gathering system.
Current wording
Operating revenues for the Integrated Upstream and Gathering segment increased $43.6 million for the quarter ended March 31, 2026 as compared with the quarter ended March 31, 2025. Gas production revenue after hedging increased $41.0 million due to the impact of a $0.51 per Mcf increase in the weighted average price of natural gas after hedging, partially offset by a 3.5 Bcf decrease in natural gas production. The decrease in natural gas production was largely due to weather-driven completion delays and natural gas production declines on producing wells. In addition, other revenue increased $3.3 million primarily due to changes in segment reporting. The change in segment reporting is fully offset in other operating expenses. Slightly offsetting these increases, gathering revenue decreased $0.6 million as a result of natural production declines by producers connected to the Tioga and Trout Run gathering systems.
Previous wording
The Integrated Upstream and Gathering segment's earnings for the quarter ended December 31, 2025 were $124.0 million, an increase of $143.6 million when compared with a loss of $19.6 million for the quarter ended December 31, 2024. The $143.6 million increase can be attributed to the following factors:
Current wording
The Integrated Upstream and Gathering segment's earnings for the quarter ended March 31, 2026 were $152.0 million, an increase of $27.8 million when compared with earnings of $124.2 million for the quarter ended March 31, 2025. The $27.8 million increase can be attributed to the following factors:
Previous wording
(4)The increase in depletion is mainly attributed to higher production.
Current wording
(3)The increase in depletion is mainly attributed to a higher depletion rate.
Previous wording
(5)The increase in lease operating expenses was primarily the result of higher third-party gathering and transportation costs combined with higher workover and repairs and maintenance costs.
Current wording
(4)The increase in lease operating expenses was primarily the result of additional third-party gathering and transportation costs combined with higher road maintenance costs.
Previous wording
(6)The increase in other operating expenses is mainly attributed to a change in segment reporting, as well as higher gathering operation and maintenance, higher personnel costs and higher abandonment accretion expense, partially offset by higher abandonment costs recognized in fiscal 2024.
Current wording
(5)The increase in other operating expenses is mainly attributed to a change in segment reporting combined with higher gathering operation and maintenance expense and higher abandonment accretion expense. These were partially offset by higher abandonment costs recognized during the quarter ended March 31, 2025.
Previous wording
(7)The increase in income tax expense was primarily driven by an increase in state tax expense due to higher pre-tax income.
Current wording
(6)The increase in income tax expense was primarily driven by an increase in state tax expense due to higher pre-tax income.
Previous wording
(3)The increase was due to a $1.0 million earnings reduction associated with the remeasurement of state deferred income taxes for the quarter ended December 31, 2024.
Current wording
(4)The increase was due to a $1.0 million earnings reduction associated with the remeasurement of state deferred income taxes for the six months ended March 31, 2025.
Previous wording
Transportation volume for the quarter ended December 31, 2025 increased by 11.2 Bcf, from the quarter ended December 31, 2024. The increase in transportation volume for the quarter ended December 31, 2025 is primarily due to increased utilization resulting from colder weather. Volume fluctuations, other than those caused by the addition or termination of contracts, generally do not have a significant impact on revenues as a result of the straight fixed-variable rate design utilized by Supply Corporation and Empire.
Current wording
Transportation volume for the quarter and six months ended March 31, 2026 increased by 12.3 Bcf and 23.5 Bcf, respectively, from the prior year's quarter and six month periods. The increase in transportation volume for both the quarter and six months ended March 31, 2026 is primarily due to increased utilization resulting from colder weather. Volume fluctuations, other than those caused by the addition or termination of contracts, generally do not have a significant impact on revenues as a result of the straight fixed-variable rate design utilized by Supply Corporation and Empire.
Previous wording
The Pipeline and Storage segment’s earnings for the quarter ended December 31, 2025 were $31.2 million, a decrease of $1.3 million when compared with earnings of $32.5 million for the quarter ended December 31, 2024. The $1.3 million decrease can be attributed to the following factors:
Current wording
The Pipeline and Storage segment’s earnings for the quarter ended March 31, 2026 were $31.6 million, a decrease of $0.1 million when compared with earnings of $31.7 million for the quarter ended March 31, 2025. The $0.1 million decrease can be attributed to the following factors:
Previous wording
Operating revenues for the Utility segment increased $30.6 million for the quarter ended December 31, 2025 as compared with the quarter ended December 31, 2024. This increase resulted from a $28.7 million increase in retail gas sales revenue, a $1.6 million increase in transportation revenue and a $0.3 million increase in other revenue. The increase in retail gas sales revenue and transportation revenue reflects higher base delivery rates effective October 1, 2025 from the impact of the implementation of year two of Distribution Corporation's three-year rate settlement in its New York jurisdiction. Additional details regarding the base rate regulatory proceeding can be found in the Rate Matters section below. The increase in retail gas sales revenue also reflects higher revenues collected from customers for purchased gas costs resulting from a 4.0 Bcf increase in throughput mainly due to colder weather. Under its purchased gas adjustment clauses in New York and Pennsylvania, Distribution Corporation's earnings are not impacted by fluctuations in gas costs. Purchased gas expense recorded on the consolidated income statement matches the revenues collected from customers. The increase in transportation revenue also reflects a 2.7 Bcf increase in throughput due primarily to colder weather.
Current wording
Operating revenues for the Utility segment increased $82.2 million for the quarter ended March 31, 2026 as compared with the quarter ended March 31, 2025. This increase resulted from a $77.3 million increase in retail gas sales revenue, a $3.1 million increase in transportation revenue and a $1.9 million increase in other revenue. The increase in retail gas sales revenue and transportation revenue reflects higher base delivery rates effective October 1, 2025 from the impact of the implementation of year two of Distribution Corporation's three-year rate settlement in its New York jurisdiction. Additional details regarding the base rate regulatory proceeding can be found in the Rate Matters section below. The increase in retail gas sales revenue also reflects higher revenues collected from customers for purchased gas costs resulting mainly from an increase in the cost of gas sold (per Mcf) as well as a 1.0 Bcf increase in throughput mainly due to colder weather. Under its purchased gas adjustment clauses in New York and Pennsylvania, Distribution Corporation's earnings are not impacted by fluctuations in gas costs. Purchased gas expense recorded on the consolidated income statement matches the revenues collected from customers. Retail gas sales revenue and transportation revenue were also impacted by an increase to revenue from a distribution system improvement charge (“DISC”) modernization tracker in Pennsylvania that became effective in January 2025. For further discussion of the DSIC tracker, refer to the Rate Matters section below. The increase in transportation revenue also reflects a 0.4 Bcf increase in throughput due primarily to colder weather. The increase in other revenue was primarily due to certain net positive revenue adjustments as a result of operational performance of safety performance measures in accordance with the rate settlement ($0.8 million), as well as increases in late payment charges billed to customers ($0.5 million) and capacity release revenues ($0.4 million).
Previous wording
The Utility segment’s earnings for the quarter ended December 31, 2025 were $34.1 million, an increase of $1.6 million when compared with earnings of $32.5 million for the quarter ended December 31, 2024. The increase can be attributed to the following factors:
Current wording
The Utility segment’s earnings for the quarter ended March 31, 2026 were $65.3 million, an increase of $1.8 million when compared with earnings of $63.5 million for the quarter ended March 31, 2025. The increase can be attributed to the following factors:
Previous wording
(2)The increase in operating expenses is largely attributable to higher personnel costs and higher uncollectible expenses.
Current wording
(2)The increase in operating expenses is largely attributable to higher personnel costs and higher uncollectible expenses as a result of higher operating revenue.
Previous wording
The impact of weather variations on earnings in the Utility segment is mitigated by a WNA. The WNA, which covers the eight-month period from October through May, has had a stabilizing effect on customer bills and earnings for the Utility segment. For the quarter ended December 31, 2025, the WNA reduced earnings by approximately $0.8 million and $1.0 million, respectively, in the Utility segment’s New York and Pennsylvania rate jurisdictions, as the weather was colder than normal on a cycle-bill basis in both jurisdictions. For the quarter ended December 31, 2024, the WNA preserved earnings of approximately $2.0 million and $1.2 million, respectively, in the Utility segment’s New York and Pennsylvania rate jurisdictions, as the weather was warmer than normal on a cycle-bill basis in both jurisdictions.
Current wording
The impact of weather variations on earnings in the Utility segment is mitigated by a WNA. The WNA, which covers the eight-month period from October through May, has had a stabilizing effect on customer bills and earnings for the Utility segment. For the quarter ended March 31, 2026, the WNA reduced earnings by approximately $1.1 million in both the Utility segment’s New York and Pennsylvania rate jurisdictions, as the weather was colder than normal on a cycle-bill basis in both jurisdictions. For the quarter ended March 31, 2025, the WNA preserved earnings of approximately $0.6 million in the Utility segment’s New York rate jurisdiction, as the weather was warmer than normal on a cycle-bill basis. The earnings preserved by the WNA in the Utility segment's Pennsylvania rate jurisdiction for the quarter ended March 31, 2025 were negligible.
Previous wording
All Other and Corporate operations reported a net loss of $7.7 million for the quarter ended December 31, 2025, an increase in net loss of $7.4 million when compared with a net loss of $0.3 million for the quarter ended December 31, 2024. The increase in net loss was primarily attributable to costs associated with the Company's planned acquisition of CenterPoint Ohio ($5.9 million). Refer to Part I, Item 1 at Note 2 - Pending Acquisition for further discussion of this acquisition. Additional contributing factors to the increase in net loss were a decrease in the cash surrender value of life insurance policies ($0.9 million) and higher operating expenses ($0.9 million), primarily due to increased legal and consulting fees and outside service costs.
Current wording
All Other and Corporate operations reported a net loss of $1.3 million for the quarter ended March 31, 2026, a reduction of $1.8 million when compared with a net loss of $3.1 million for the quarter ended March 31, 2025. The reduction was primarily attributable to a net interest benefit arising from the December 2025 equity issuance ($2.6 million). While the proceeds of the equity issuance are intended for the pending acquisition of CenterPoint Ohio, in the short term those proceeds have created some interest income and, to a larger extent, have reduced borrowings and interest expense. Additional factors contributing to the reduction in net loss were an increase in income from life insurance policies ($1.1 million) and higher income from unconsolidated subsidiaries ($1.2 million). Partially offsetting these decreases to net loss were a decrease in interest income earned on temporary cash investments ($0.7 million), external costs associated with the Company's planned acquisition of CenterPoint Ohio ($1.9 million) and higher internal labor costs ($0.6 million). Refer to Part I, Item 1 at Note 2 - Pending Acquisition for further discussion of this acquisition.
Previous wording
Net other income on the Consolidated Statements of Income was $8.2 million for the quarter ended December 31, 2025, compared to net other income of $7.7 million for the quarter ended December 31, 2024, for an increase of $0.5 million. This increase can be attributed primarily to a $1.1 million increase in interest income. Partially offsetting this increase was a $0.7 million decrease in non-service pension and post-retirement benefit income.
Current wording
Net other income on the Consolidated Statements of Income was $17.0 million for the quarter ended March 31, 2026, compared to net other income of $15.2 million for the quarter ended March 31, 2025, for an increase of $1.8 million. This increase can be attributed primarily to higher income from unconsolidated subsidiaries of $1.4 million and a $1.1 million increase in income from life insurance policies. Partially offsetting these increases was a $0.8 million decrease in non-service pension and post-retirement benefit income.
Previous wording
Other interest expense on the Consolidated Statement of Income increased $5.5 million for the quarter ended December 31, 2025 as compared to the quarter ended December 31, 2024. These increases are primarily due to financing costs incurred associated with the Company's acquisition of CenterPoint Ohio's natural gas utility.
Current wording
Other interest expense on the Consolidated Statement of Income decreased $1.4 million for the quarter ended March 31, 2026 as compared to the quarter ended March 31, 2025. This decrease was primarily due to lower average short term debt balances. For the six months ended March 31, 2026, other interest expense increased $4.0 million as compared to the six months ended March 31, 2025. This increase was primarily due to financing costs incurred associated with the Company's acquisition of CenterPoint Ohio's natural gas utility.
Previous wording
The Company’s primary source of cash during the three-month period ended December 31, 2025 consisted of cash provided by operating activities and net proceeds from the issuance of common stock. The Company’s primary source of cash during the three-month period ended December 31, 2024 consisted of cash provided by operating activities and net proceeds from short-term borrowings.
Current wording
The Company’s primary source of cash during the six-month period ended March 31, 2026 consisted of cash provided by operating activities and net proceeds from the issuance of common stock. The Company’s primary source of cash during the six-month period ended March 31, 2025 consisted of cash provided by operating activities and net proceeds from short-term and long-term borrowings.
Previous wording
The Company expects to have adequate amounts of cash available to meet both its short-term and long-term cash requirements for at least the next twelve months and for the foreseeable future thereafter. During the remainder of 2026, the Company expects to use cash provided by operating activities and short-term and long-term borrowings to fund the Company's capital expenditures. The Company has repaid the $300.0 million delayed draw term loan that was expected to mature in February 2026. Looking forward to 2027, based on current commodity prices, cash provided by operating activities is again expected to exceed capital expenditures. These cash flow projections include the impact of the CenterPoint Ohio acquisition but do not reflect the impact of other acquisitions or divestitures that may arise in the future.
Current wording
The Company expects to have adequate amounts of cash available to meet both its short-term and long-term cash requirements for at least the next twelve months and for the foreseeable future thereafter. During the remainder of 2026, the Company expects to use cash provided by operating activities and short-term borrowings to fund the Company's capital expenditures. In January 2026, the Company repaid the $300.0 million delayed draw term loan that was scheduled to mature in February 2026. Looking forward to 2027, based on current forward commodity prices, cash provided by operating activities is expected to exceed capital expenditures. These cash flow projections do not include the impact of the CenterPoint Ohio acquisition, the repayment of the Company's $300.0 million of 5.50% notes with a maturity date in 2026 or the impact of other acquisitions or divestitures that may arise in the future.
Previous wording
Net cash provided by operating activities totaled $274.9 million for the three months ended December 31, 2025, an increase of $54.8 million compared with $220.1 million provided by operating activities for the three months ended December 31, 2024. The increase in cash provided by operating activities primarily reflects higher cash provided by operating activities in the Integrated Upstream and Gathering segment, partially offset by lower cash provided by operating activities in the Utility segment. The increase in the Integrated Upstream and Gathering segment is primarily due to higher natural gas prices and production in the Appalachian region combined with the timing of cash receipts and hedge settlements associated with that production. The decrease in the Utility segment is primarily due to higher natural gas prices and throughput combined with the timing of the associated gas cost recovery.
Current wording
Net cash provided by operating activities totaled $657.3 million for the six months ended March 31, 2026, an increase of $183.4 million compared with $473.9 million provided by operating activities for the six months ended March 31, 2025. The increase in cash provided by operating activities primarily reflects higher cash provided by operating activities in the Integrated Upstream and Gathering segment. The increase in the Integrated Upstream and Gathering segment is primarily due to higher natural gas prices and production in the Appalachian region combined with the timing of cash receipts and hedge settlements associated with that production.
Previous wording
The Company’s expenditures for long-lived assets totaled $222.7 million during the three months ended December 31, 2025 and $192.1 million during the three months ended December 31, 2024. The table below presents these expenditures:
Current wording
The Company’s expenditures for long-lived assets totaled $455.7 million during the six months ended March 31, 2026 and $373.1 million during the six months ended March 31, 2025. The table below presents these expenditures:
Previous wording
(1)At December 31, 2025, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $55.5 million, $8.1 million and $6.8 million, respectively, of non-cash capital expenditures. At September 30, 2025, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $87.9 million, $19.4 million and $18.0 million, respectively, of non-cash capital expenditures.
Current wording
(1)At March 31, 2026, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $71.6 million, $5.1 million and $6.0 million, respectively, of non-cash capital expenditures. At September 30, 2025, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $87.9 million, $19.4 million and $18.0 million, respectively, of non-cash capital expenditures.
Previous wording
(2)At December 31, 2024, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $62.3 million, $4.4 million and $4.9 million, respectively, of non-cash capital expenditures. At September 30, 2024, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $85.0 million, $14.4 million and $20.6 million, respectively, of non-cash capital expenditures.
Current wording
(2)At March 31, 2025, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $51.6 million, $2.4 million and $4.8 million, respectively, of non-cash capital expenditures. At September 30, 2024, capital expenditures for the Integrated Upstream and Gathering segment, the Pipeline and Storage segment and the Utility segment included $85.0 million, $14.4 million and $20.6 million, respectively, of non-cash capital expenditures.
Previous wording
The Integrated Upstream and Gathering segment capital expenditures for the three months ended December 31, 2025 were primarily upstream well drilling and completion expenditures in the Appalachian region, including $90.9 million spent in the Utica Shale area and $33.5 million spent in the Marcellus Shale area. These amounts included approximately $78.1 million spent to develop proved undeveloped reserves. Integrated Upstream and Gathering segment capital expenditures also included expenditures related to the continued expansion of Midstream Company’s Trout Run and Tioga gathering systems. These expenditures were largely attributable to the installation of new in-field gathering pipelines related to bringing new development online, as well as the continued development of centralized station facilities, including increased dehydration capacity and compression horsepower.
Current wording
The Integrated Upstream and Gathering segment capital expenditures for the six months ended March 31, 2026 were primarily upstream well drilling and completion expenditures in the Appalachian region, including $194.6 million spent in the Utica Shale area and $68.4 million spent in the Marcellus Shale area. These amounts included approximately $188.9 million spent to develop proved undeveloped reserves. Integrated Upstream and Gathering segment capital expenditures also included expenditures related to the continued expansion of Midstream Company’s Trout Run and Tioga gathering systems. These expenditures were largely attributable to the installation of new in-field gathering pipelines related to bringing new development online, as well as the continued development of centralized station facilities, including increased dehydration capacity and compression horsepower.
Previous wording
The Integrated Upstream and Gathering segment capital expenditures for the three months ended December 31, 2024 were primarily upstream well drilling and completion expenditures in the Appalachian region, including $90.9 million spent in the Utica Shale area and $27.5 million spent in the Marcellus Shale area. These amounts included approximately $34.6 million spent to develop proved undeveloped reserves. Integrated Upstream and Gathering segment capital expenditures also included expenditures related to the continued expansion of Midstream Company’s Tioga gathering system. These expenditures were largely attributable to the installation of new in-field gathering pipelines related to bringing new development online and system optimization, as well as the continued development of centralized station facilities, including increased dehydration capacity and compression horsepower.
Current wording
The Integrated Upstream and Gathering segment capital expenditures for the six months ended March 31, 2025 were primarily upstream well drilling and completion expenditures in the Appalachian region, including $137.8 million spent in the Utica Shale area and $84.3 million spent in the Marcellus Shale area. These amounts included approximately $105.4 million spent to develop proved undeveloped reserves. Integrated Upstream and Gathering segment capital expenditures also included expenditures related to the continued expansion of Midstream Company’s Tioga and Trout Run gathering systems. These expenditures were largely attributable to the installation of new in-field gathering pipelines related to bringing new development online and system optimization, as well as the continued development of centralized station facilities, including increased dehydration capacity and compression horsepower.
Previous wording
The Pipeline and Storage segment capital expenditures for the three months ended December 31, 2025 and December 31, 2024 were primarily for additions, improvements and replacements to this segment's transmission and gas storage systems, which included system modernization expenditures that enhance the reliability and safety of the systems and reduce emissions. In addition, the Pipeline and Storage segment capital expenditures for the three months ended December 31, 2025 included expenditures related to Supply's Corporation's Tioga Pathway Project ($5.4 million) and Shippingpoint Lateral Project ($2.4 million).
Current wording
The Pipeline and Storage segment capital expenditures for the six months ended March 31, 2026 and March 31, 2025 were primarily for additions, improvements and replacements to this segment's transmission and gas storage systems, which included system modernization expenditures that enhance the reliability and safety of the systems and reduce emissions. In addition, the Pipeline and Storage segment capital expenditures for the six months ended March 31, 2026 included expenditures related to Supply Corporation's Tioga Pathway Project ($8.4 million) and Shippingpoint Lateral Project ($12.6 million), both of which are discussed below.
Previous wording
In addition, due to the continuing demand for pipeline capacity to move natural gas from new wells being drilled in Appalachia, specifically in the Marcellus and Utica Shale producing areas, Supply Corporation and Empire have completed and continue to pursue expansion projects designed to move anticipated Marcellus and Utica production gas to other interstate pipelines, on-system markets, and markets beyond the Supply Corporation and Empire pipeline systems, including projects to support regional demand for power generation to support the electric grid and data center development. Expansion and modernization projects where the Company has forecasted a significant amount of investment in preliminary survey and investigation costs and/or capital expenditures, and where a precedent agreement has been executed, are discussed below.
Current wording
In addition, due to the continuing demand for pipeline capacity to move natural gas from new wells being drilled in Appalachia, specifically in the Marcellus and Utica Shale producing areas, Supply Corporation and Empire have completed and continue to pursue expansion projects designed to move anticipated Marcellus and Utica production gas to other interstate pipelines, on-system markets, and markets beyond the Supply Corporation and Empire pipeline systems, including projects to support regional demand for power generation to support the electric grid and data center development and storage enhancements. Expansion and modernization projects where the Company has forecasted a significant amount of investment in preliminary survey and investigation costs and/or capital expenditures, and where a precedent agreement has been executed, are discussed below.
Previous wording
Supply Corporation has designed a project that would allow for the transportation of 190,000 Dth per day of shale gas supplies from a new interconnection in northwest Tioga County, Pennsylvania to an existing Supply Corporation interconnection with Tennessee Gas Pipeline Company, LLC at Ellisburg and a new virtual delivery point into an existing Transcontinental Gas Pipe Line Company, LLC (“Transco”) capacity lease, providing access to Mid-Atlantic markets (“Tioga Pathway Project”). The Tioga Pathway Project involves the construction of approximately 19 miles of new pipeline and the replacement of approximately four miles of existing pipeline on the Supply Corporation system. Supply Corporation has executed a Precedent Agreement with Seneca for 190,000 Dth per day of transportation capacity and filed a Section 7(b)/7(c) application with the FERC on August 21, 2024. FERC issued the Section 7(b)/7(c) certificate on May 5, 2025 and on January 8, 2026, FERC issued the Notice to Proceed with Construction. Construction on the Tioga Pathway Project is expected to commence in February 2026. This project has a projected in-service date of late calendar year 2026 and an estimated capital cost of approximately $101 million. As of December 31, 2025, approximately $10.5 million has been capitalized as Construction Work in Progress for this project.
Current wording
Supply Corporation has designed a project that would allow for the transportation of 190,000 Dth per day of shale gas supplies from a new interconnection in northwest Tioga County, Pennsylvania to an existing Supply Corporation interconnection with Tennessee Gas Pipeline Company, LLC at Ellisburg and a new virtual delivery point into an existing Transcontinental Gas Pipe Line Company, LLC (“Transco”) capacity lease, providing access to Mid-Atlantic markets (“Tioga Pathway Project”). The Tioga Pathway Project involves the construction of approximately 19 miles of new pipeline and the replacement of approximately four miles of existing pipeline on the Supply Corporation system. Supply Corporation has executed a Precedent Agreement with Seneca for 190,000 Dth per day of transportation capacity and filed a Section 7(b)/7(c) application with the FERC on August 21, 2024. FERC issued the Section 7(b)/7(c) certificate on May 5, 2025 and on January 8, 2026, FERC issued the Notice to Proceed with Construction. Construction on the Tioga Pathway Project commenced in February 2026. This project has a projected in-service date of late calendar year 2026 and an estimated capital cost of approximately $101 million. As of March 31, 2026, approximately $13.5 million has been capitalized as Construction Work in Progress for this project.
Previous wording
“Shippingport Lateral Project”). In order to provide this new natural gas transportation capacity, Supply Corporation expects to construct an approximately 7.5 mile pipeline lateral from its existing Line N pipeline system to a direct interconnection with the facility with the incremental capacity expected to come online in late calendar 2026 and an estimated capital cost of approximately $57 million. Supply Corporation has executed a Precedent Agreement with Shippingport Power Station, LLC, the facility developer, for 100% of the capacity for the Shippingport Lateral Project and filed an application with FERC under the Commission’s prior notice regulations on August 29, 2025. The project obtained FERC authorization on November 7, 2025. As of December 31, 2025, approximately $2.6 million has been spent on this project, including $0.1 million spent to study the project that is included in Deferred Charges on the Consolidated Balance Sheet. The remaining $2.5 million spent on the project has been capitalized as Construction Work in Progress.
Current wording
Additionally, Supply Corporation concluded an open season on February 26, 2025, and based on interest in that open season, designed a project that would allow for the transportation of 205,000 Dth per day of natural gas supplies from its existing Line N pipeline system to a new interconnection with the Shippingport Power Station, a natural gas power generation facility under development in Beaver County, Pennsylvania, which will support a co-located data center that is currently under development(the “Shippingport Lateral Project”). In order to provide this new natural gas transportation capacity, Supply Corporation will construct an approximately 7.5 mile pipeline lateral from its existing Line N pipeline system to a direct interconnection with the facility with the incremental capacity expected to come online in late calendar 2026 and an estimated capital cost of approximately $57 million. Supply Corporation has executed a Precedent Agreement with Shippingport Power Station, LLC, the facility developer, for 100% of the capacity for the Shippingport Lateral Project and filed an application with FERC under the Commission’s prior notice regulations on August 29, 2025. The project obtained FERC authorization on November 7, 2025 and construction commenced in March 2026. As of March 31, 2026, approximately $12.8 million has been capitalized as Construction Work in Progress for this project.
Previous wording
The majority of the Utility segment capital expenditures for the three months ended December 31, 2025 and December 31, 2024 were made for main and service line improvements and replacements that enhance the reliability and safety of the system and reduce emissions. Expenditures were also made for main extensions.
Current wording
The majority of the Utility segment capital expenditures for the six months ended March 31, 2026 and March 31, 2025 were made for main and service line improvements and replacements that enhance the reliability and safety of the system and reduce emissions. Expenditures were also made for main extensions.
Previous wording
During the quarter ended December 31, 2025 and fiscal 2025, the Company has financed capital expenditures with cash from operations and short-term debt. Going forward, the Company expects to use cash from operations, equity proceeds, and short-term or long-term borrowings, as needed, to finance capital expenditures. The level of short-term and/or long-term borrowings will depend upon the amount of cash provided by operations, which, in turn, will likely be most impacted by natural gas production and the associated commodity price realizations in the Integrated Upstream and Gathering segment. It will also likely depend on the timing of gas cost and base rate recovery in the Utility segment as well as the timing of base rate recovery in the Pipeline and Storage segment.
Current wording
During the six months ended March 31, 2026 and fiscal 2025, the Company has financed capital expenditures with cash from operations and short-term debt. Going forward, the Company expects to use cash from operations, equity proceeds, and short-term or long-term borrowings, as needed, to finance capital expenditures. The level of short-term and/or long-term borrowings will depend upon the amount of cash provided by operations, which, in turn, will likely be most impacted by natural gas production and the associated commodity price realizations in the Integrated Upstream and Gathering segment. It will also likely depend on the timing of gas cost and base rate recovery in the Utility segment as well as the timing of base rate recovery in the Pipeline and Storage segment.
Previous wording
Consolidated short-term debt decreased $60.2 million when comparing the balance sheet at December 31, 2025 to the balance sheet at September 30, 2025. The maximum amount of short-term debt outstanding during the three months ended December 31, 2025 was $311.0 million. In addition to cash provided by operating activities, the Company continues to consider short-term debt (consisting of short-term notes payable to banks and commercial paper) an important source of cash for temporarily financing items such as capital expenditures, asset purchases, gas-in-storage inventory, unrecovered purchased gas costs, margin calls on derivative financial instruments, other working capital needs and repayment of long-term debt. Fluctuations in these items can have a significant impact on the amount and timing of short-term debt. As of December 31, 2025, the Company had outstanding commercial paper of $90.0 million and did not have any short-term notes payable to banks.
Current wording
Consolidated short-term debt decreased $108.9 million when comparing the balance sheet at March 31, 2026 to the balance sheet at September 30, 2025. The maximum amount of short-term debt outstanding during the six months ended March 31, 2026 was $311.0 million. In addition to cash provided by operating activities, the Company continues to consider short-term debt (consisting of short-term notes payable to banks and commercial paper) an important source of cash for temporarily financing items such as capital expenditures, asset purchases, gas-in-storage inventory, unrecovered purchased gas costs, margin calls on derivative financial instruments, other working capital needs and repayment of long-term debt. Fluctuations in these items can have a significant impact on the amount and timing of short-term debt. As of March 31, 2026, the Company had outstanding commercial paper of $41.3 million and did not have any short-term notes payable to banks.
Previous wording
Subject to the conditions in the respective commitment letters, the commitments under the Term Loan Facility and the Bridge Facility (together, the “Commitments”) may be reduced by proceeds of certain additional indebtedness that may be incurred by the Company and certain equity offerings of the Company to finance the Transaction. On December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the Company's common stock, par value $1.00 per share, at a price of $79.50 per share. After deducting placement fees, the net proceeds to the Company amounted to $338.6 million. The Company is using the net proceeds from the issuance for general corporate purposes, including to finance a portion of the Purchase Price for the Transaction. The net proceeds of the issuance reduced the commitments under the Term Loan Facility to $1.08 billion. The Company expects to further reduce the Commitments through additional financings, possibly to zero, prior to the closing date of the Transaction or the scheduled maturity of the Seller Note Facility, as applicable, but there can be no assurance such financings will occur and any such expectation is subject to market conditions.
Current wording
Subject to the conditions in the respective commitment letters, the commitments under the Term Loan Facility and the Bridge Facility (together, the “Commitments”) may be reduced by proceeds of certain additional indebtedness that may be incurred by the Company and certain equity offerings of the Company to finance the Transaction. On December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the Company's common stock, par value $1.00 per share, at a price of $79.50 per share. After deducting placement fees, the net proceeds to the Company amounted to $338.4 million. The net proceeds of the issuance reduced the commitments under the Term Loan Facility to $1.08 billion. The Company expects to further reduce the Commitments through additional financings, possibly to zero, prior to the closing date of the Transaction or the scheduled maturity of the Seller Note Facility, as applicable, but there can be no assurance such financings will occur and any such expectation is subject to market conditions.
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (15)
Current report — wording carried from elsewhere
In Distribution Corporation's Pennsylvania jurisdiction, Distribution Corporation made a filing with the PaPUC on January 28, 2026 seeking an increase in its annual base rate operating revenues of $19.7 million with a proposed effective date of March 29, 2026. The Company is proposing, among other things, a new residential energy efficiency pilot program and to make permanent its weather normalization adjustment mechanism. The Company is also proposing reactivation of the OPEB surcredit to refund $7.2 million for customer bill relief. As reflected in a February 19, 2026 PaPUC Order, the filing was suspended until October 29, 2026 by operation of law unless directed otherwise by the PaPUC.
Current report — wording carried from elsewhere
Supply Corporation filed an NGA Section 4 rate case at FERC on April 30, 2026 proposing rate increases to be effective November 1, 2026. Supply Corporation's filing requests an annual cost of service of approximately $404 million, an increase of approximately $95 million from Supply Corporation's settlement of its 2023 rate proceeding. In addition, on March 17, 2025, FERC approved an amendment to Empire's 2019 rate case settlement. This settlement amendment is estimated to decrease Empire's revenues on a yearly basis by approximately $0.5 million. For further discussion of these and other rate matters, refer to the Rate Matters section below.
Current report — wording carried from elsewhere
Company's common stock, par value $1.00 per share, at a price of $79.50 per share. After deducting placement fees, the net proceeds to the Company amounted to $338.4 million.
Current report — wording carried from elsewhere
The Company's earnings were $247.7 million for the quarter ended March 31, 2026 compared to earnings of $216.4 million for the quarter ended March 31, 2025. The increase in earnings of $31.3 million is primarily the result of higher earnings in the Integrated Upstream and Gathering segment.
Current report — wording carried from elsewhere
Operating revenues for the Integrated Upstream and Gathering segment increased $114.5 million for the six months ended March 31, 2026 as compared with the six months ended March 31, 2025. Gas production revenue after hedging increased $109.6 million due to the impact of a $0.42 per Mcf increase in the weighted average price of natural gas after hedging, coupled with an 8.0 Bcf increase in natural gas production. The increase in natural gas production was largely due to the timing of new wells brought online partially offset by natural gas production declines on producing wells. In addition, other revenue increased $6.2 million primarily due to changes in segment reporting. The change in segment reporting is fully offset in other operating expenses. Slightly offsetting these increases, gathering revenue decreased $1.3 million as a result of natural production declines by producers connected to the Tioga and Trout Run gathering systems.
Current report — wording carried from elsewhere
(1)The decrease in interest expense is mainly attributed to lower short-term and long-term intercompany borrowings.
Current report — wording carried from elsewhere
(5)The increase in depletion is mainly attributed to higher production combined with a higher depletion rate.
Current report — wording carried from elsewhere
(6)The increase in lease operating expenses was primarily the result of additional third-party gathering and transportation costs combined with higher road maintenance costs.
Current report — wording carried from elsewhere
(7)The increase in other operating expenses is mainly attributed to a change in segment reporting combined with higher gathering operation and maintenance and higher abandonment accretion expense. These were partially offset by higher abandonment costs recognized during the six months ended March 31, 2025.
Current report — wording carried from elsewhere
(8)The increase in income tax expense was primarily driven by higher state tax expense due to an increase in pre-tax income.
Current report — wording carried from elsewhere
(2)The decrease in other income was primarily due to a lower average amount outstanding on intercompany short-term notes receivables and a lower weighted average interest rate on those receivables.
Current report — wording carried from elsewhere
Operating revenues for the Utility segment increased $112.9 million for the six months ended March 31, 2026 as compared with the six months ended March 31, 2025. This increase resulted from a $105.9 million increase in retail gas sales revenue, a $4.7 million increase in transportation revenue and a $2.2 million increase in other revenue. The increase in retail gas sales revenue and transportation revenue reflects higher base delivery rates effective October 1, 2025 from the impact of the implementation of year two of Distribution Corporation's three-year rate settlement in its New York jurisdiction, as discussed above. The increase in retail gas sales revenue also reflects higher revenues collected from customers for purchased gas costs resulting from an increase in the cost of gas sold (per Mcf) as well as a 5.0 Bcf increase in throughput mainly due to colder weather. Retail gas sales revenue and transportation revenue were also impacted by an increase to revenue from the DISC modernization tracker in Pennsylvania, as discussed above. The increase in transportation revenue also reflects a 3.1 Bcf increase in throughput due primarily to colder weather. The increase in other revenue was primarily due to certain net positive revenue adjustments as a result of operational performance of safety performance measures in accordance with the rate settlement ($0.8 million), as well as increases in late payment charges billed to customers ($0.8 million) and capacity release revenues ($0.6 million).
Current report — wording carried from elsewhere
(2)The increase in operating expenses is largely attributable to higher personnel costs and higher uncollectible expenses as a result of higher operating revenue.
Current report — wording carried from elsewhere
(3)The increase in depreciation expense is attributable to higher average property, plant and equipment balances.
Current report — wording carried from elsewhere
For the six months ended March 31, 2026, the WNA reduced earnings by approximately $1.9 million and $2.0 million, respectively, in the Utility segment’s New York and Pennsylvania rate jurisdictions, as the weather was colder than normal on a cycle-bill basis in both jurisdictions. For the six months ended March 31, 2025, the WNA preserved earnings in the Utility segment’s New York rate jurisdiction of approximately $2.6 million and preserved earnings in the Utility segment’s Pennsylvania rate jurisdiction of approximately $1.2 million, as the weather was warmer than normal on a cycle-bill basis in both jurisdictions.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
(1)Amount primarily reflects an increase in earnings from a distribution system improvement charge (“DSIC”) modernization tracker in Pennsylvania that became effective in January 2025. For further discussion of the DSIC tracker, refer to the Rate Matters section below.
Previous report — wording carried elsewhere
Additionally, Supply Corporation concluded an open season on February 26, 2025, and based on interest in that open season, designed a project that would allow for the transportation of 205,000 Dth per day of natural gas supplies from its existing Line N pipeline system to a new interconnection with the Shippingport Power Station, a natural gas power generation facility under development in Beaver County, Pennsylvania, which is expected to support a co-located data center (the
Previous report — wording carried elsewhere
Facility and the Bridge Facility, such that borrowings under the facilities would not be incurred. There can be no assurance, however, such permanent financing will occur and any such expectation is subject to market conditions.
Previous report — wording carried elsewhere
The Credit Agreement and the Term Loan Agreement each contain a cross-default provision whereby the failure by the Company or its significant subsidiaries to make payments under other borrowing arrangements, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the